Contents

Plot

At a water park, Ben and Gwen recite an advertisement for a rather large water slide attraction, clearly excited about it. They head for the entrance, though Gwen was the only one able to get in line. Ben, however, is stopped by the attendant due to height regulations. Gwen then makes fun of him for being short and heads for the ride. Upset, Ben decides to transform into Ripjaws, to show the attendant just how tall he can be. He hides behind a nearby pillar, and activates the Omnitrix. The face of it pops up, but he wasn't able to push it back down, despite several forceful pushes by Ben. He eventually got it activated when he smashed it against the pillar and turns into Grey Matter. Instead of being noticed by others, it becomes a problem when a large crowd of kids comes running towards the attraction. Grey Matter was able to dodge the stampede.

At the entrance of the ride, someone is explaining the history of the site to the same attendant. He seems to think that aliens crash-landed onto the site in the year 1951, hoping to get a few soil samples. He then asks if he can have a word with the attendant’s supervisor. The attendant doesn't seem to care, making a mock call to someone to show that fact. While they continue their discussion, Grey Matter ties the attendant’s shoelaces together to get revenge for not letting him through. The man catches him doing this, and tells the attendant what he just saw. The attendant sees nothing and calls him crazy. So the man decides to get Grey Matter himself. The attendant tries to stop him, though he trips because of his tied-up shoelaces.

Grey Matter then meets up with Gwen by the water slide, and jumps in ahead of her. He makes it to the bottom first, but is almost crushed by Gwen when she comes down shortly after him. Gwen then says that Grandpa Max will be angry when he finds that Ben used the Omnitrix to sneak onto the ride. Grey Matter claims that he'll change back before Max finds out, and Gwen seems to go along with it after Grey Matter glares her down hard, as if daring her to push him any further. They then decide to go towel off, or “napkin off,” in Grey Matter’s case. Before Grey Matter gets out of the pool, the man from earlier surfaces from the pool and picks him up, stating that Grey Matter will be his ticket to fame. Grey Matter immediately calls out to Gwen, who then tells the man to let go of him. Instead, he quickly stuffs Grey Matter into a cooler and runs off. Gwen then finds Max and tells him about the situation. Max and Gwen then go after him, but unfortunately he makes it to his car and drives off.

The man takes Grey Matter to his home, where he has installed a very elaborate security system. Cameras are positioned throughout the home, while security lasers prevent entry. He then voice commands the lasers off to open up his entry. His footprints leave behind water, which are then cleaned up by robotic vacuums. He then sets the cooler onto the counter and commands the lights on and to prepare dinner. His pet cat then shows up to toy with the cooler, but the man says that it's for him.

In the RV, Gwen and Max are searching for Grey Matter. Gwen thinks that Grey Matter will eventually return back to normal and able to escape on his own. Max then gives a point that he should have already done so by this point. Something must be wrong with the Omnitrix. Gwen believes that Grey Matter has an advantage because of his intelligence.

Back at the house, the man questions Grey Matter. He's sealed in a glass jar so he can't escape. He asks Grey Matter what galaxy he's from, which Grey Matter doesn't know, despite his intelligence. The man continues to stare, and Grey Matter suggests that a picture will last longer. He eventually takes his advice, since he needs proof of Grey Matter anyway. Now that he has pictures, he calls up something called the Organization, which is headquartered at a castle, and sends them what he found. Their leader, named Enoch, has a cowl, armor, and an elaborate mask, so his appearance goes unseen. He has little patience with the man, who he refers to as Howell, but reacts to the images he has just sent.

Still in the jar, Grey Matter spots Howell’s cat. He gets an idea, and lures the cat by saying that he tastes just like chicken. The cat knocks over the glass jar to get to Grey Matter, but ends up breaking it, allowing him to escape. The cleaning robots then show up to deal with the mess, leaving Grey Matter between the two. He then hops over the cleaning vacuum, and runs into the hall. Howell shows up during the chase, not knowing what just happened. He talks to himself about how famous he'll become after people recognize him as an alien discoverer. He then completes his statement by addressing his full name, Howell Wayneright. He then walks into the room where Grey Matter was once held, finding him missing. Meanwhile, Grey Matter is in the kitchen. He climbs up the cabinets and finds a phone on the counter. He uses it to call Gwen. She can tell that he hasn't gone back to normal by his voice, and asks where he is. Grey Matter then begins by specifically explaining his whereabouts scientifically. She interrupts him and tells him to just give a street name. Grey Matter says that it's Ripley, but can't tell her the full name because he put his hands on the window, and triggers an alarm and a steel shutter on the window. Grey Matter dodges the shutter, but knocks the phone over, breaking it, ending the call.

Grey Matter is then cornered by Howell. He tries to grab him, but climbs up his shirt. Howell tries to reach for him, but Grey Matter then leaps from his shirt and climbs inside an air vent. Howell grabs Grey Matter before he goes any farther, but he bites his hand to make him let go. Meanwhile, Gwen and Max are forced to sort through all the houses on each street with Ripley in the name.

Inside the vents, Grey Matter wonders what’s wrong with the Omnitrix, but he scientifically explains to himself what probably happened. He then realizes what he just said, and takes a moment to enjoy being smart. Howell won’t give up, though. He turns the vent fans on to blow Grey Matter out. He was then taken for a short ride until he grabs a ceiling grate. He opens it, and Howell spots him and hits him with a broom. Grey Matter dodges the attacks and jumps into the sink. Howell says that he can’t risk losing him, so he turns the faucet on to flush him out. The rushing water then pushes Grey Matter into the toilet, disgusting him.

Meanwhile, in the neighborhood, Gwen and Max split up to begin searching the houses. Max was repelled by a sprinkler and Gwen got scared away by a spider, leading them back into each other, so they give up in favor of searching with the RV.

Back at Howell’s house, Howell is using his security cameras in his home to find Grey Matter. He eventually finds him at the main power switch, which Grey Matter uses to leave Howell’s home in darkness. Howell continues his search with a flashlight, and Grey Matter eventually finds a way out. He heads to the chimney looking route, and it attracts Howell as he opens it. Howell then starts to smoke Grey Matter out as he climbs and succeeds in catching him into a fish net. He then confines him in a compartment, along with his collection of alien figurines. Grey Matter sarcastically comments on how many friends Howell must have. Howell says it won’t matter after he makes a fortune. The Organization then shows up. Three henchmen were sent to see his discovery, and brought in a small, electrified container with them. Howell then shows them Grey Matter, and promptly stuffed him into the container, leaving with the Organization.

As Gwen and Max continue their search, they seem to have found Howell’s car, though he parked his car in the garage. Max decides to forget knocking in favor of breaking the door down. However, it was not the right house. An elderly woman in a wheelchair comes and orders her dog to attack. Max wrestles with it, and Gwen spots men shoving Howell into their car on the other side of the street. Howell drops his phone as he’s pushed in. She then tells Max that they're getting away, and Max touches the dog’s head and puts it to sleep, impressing Gwen. Since they don’t know where they're going to, they decide to find out by investigating Howell’s home.

Inside the Organization's car, Grey Matter is not excited about the situation, and thinks that the men are more trouble than Howell. Howell just says that Grey Matter’s in the cage and he’s not. They arrive at the castle and shove Howell out of the car, and lead him and Grey Matter inside.

Meanwhile, Max notes Howell and the old lady’s similar cars. Gwen finds Howell’s phone and goes through the pictures of Grey Matter, all showing him to be rather sad. Max figures that they can get an address from the call history if they do a reverse trace on the numbers. Gwen starts to appreciate his sneaky side.

At the castle, the men lead Howell to see Enoch. Howell then wants to know how they’ll spread the word of his find. Instead, he hands Grey Matter to scientists for some tests, saying that they would rather keep the discoveries to themselves. Howell protests to his points, and is grabbed by the other men. Enoch describes him as disposable, and take him away. Before he's taken away further, he knocks the other man out and runs. He says that they shouldn't do this to either him, or Grey Matter.

Outside, a guard is patrolling with a spear. It's no ordinary spear though. It seems to have an energy weapon equipped to it. Gwen asks Max who they are, and he gives their whole history. They're a secret society dedicated to collecting alien technology. He then sees Gwen's confused expression and he then covers it up by saying that he just picked it up somewhere during his life.

Inside, Grey Matter is taken to a lab. The scientists have made a doll of him, strapped onto an operating table. Various cutting lasers attached to the table cut the doll apart, scaring Grey Matter. The scientists then prepare to do the same process to him. Meanwhile, Gwen and Max make their way inside the castle walls by using a nearby tree. A guard eventually spots them. Max goes on with the attack, knocking off his spear. He does well, but is soon overpowered. Gwen, however, was able to knock the guard out with his own spear.

Outside the lab, an unknown assailant dressed as one of them knocks one of the scientists out as he prepares to enter. Whoever knocked him out takes his suit and goes inside. The other scientist is about ready to dissect Grey Matter. The impostor scientist, whose voice reveals him to be Howell, knocks the scientist out. He then uses the lasers to free Grey Matter, saying that aliens are people, too, well, sort of. More scientists show up to stop him, so he uses the extending arms the lasers are attached to knock them away. He tries to get away with Grey Matter, but is tackled down and drops him. Grey Matter escapes as Howell wrestles with one of the scientists.

In the hall, Grey Matter runs into Gwen's leg. Both are surprised and happy to see each other, but Max says they should save the family reunion for later. Sneaking through the castle and dodging guard patrols, they eventually find their way to a storage room. Within its much of the alien technology that the Organization has collected. It's arranged in a circle around a large device in the center. Grey Matter's tone suggests that the stuff they've collected must be incredibly valuable, powerful, or both, in which he states that they don’t know what they've been dealing with. Meanwhile, Enoch is ordering his men to recapture Grey Matter.

Grey Matter says that they need to destroy everything. Several guards show up, along with Enoch and Howell in custody. The three take cover near the large device in the center. Thinking to himself, Grey Matter comes up with a plan and has Gwen and Max grab some of the alien technology, a hyper core and a capacitor to be precise. They hesitate at first, but comply when Grey Matter says that it's not Ben talking, it's Grey Matter. One of the guards catches them as they retrieve the parts, but Max takes his weapon and holds the others at bay. Max provides cover fire; Grey Matter tells them to leave, saying that he can activate the device, though he doesn't say what it does. He just assures Gwen that he'll meet her outside.

With Gwen and Max gone, Grey Matter activates the device, which powers up and starts releasing energy. Enoch seems to understand what it's doing, saying that the reaction will decimate the castle. He orders everyone to evacuate, except Howell, whom he's tired of dealing with and plans to leave in the castle. The Organization departs and Grey Matter climbs out of the device. The Omnitrix finally reverts Grey Matter to Ben. Howell misses the revert, so he's confused when he finds Ben. He asks Ben where Grey Matter went. Ben promises to explain once they've escaped. Howell accepts his statement and aids Ben pull his hand out. The two then escape the castle just before the alien device collapses it into what appears to be a miniature black hole. Howell asks Ben and Gwen where Grey Matter went, but they feign ignorance. Annoyed, he decides to give up chasing after aliens.

Ben states that he's happy to be big again. Gwen makes fun of him, saying he's still short. Ben threatens to go Four Arms on her. When he slams his hand on the table, the Omnitrix releases an audible as well as visual charge, interrupting them. Ben immediately claims that he didn't do anything. Gwen says that they need to get it fixed. Meanwhile, we see Enoch in his car. There's a great deal of electronics installed in it, including a computer. Profiles of Ben, Gwen and Max are on the screen. Enoch orders his men to find out everything there is to know about them.

Villains

Aliens Used

Quotes

Gwen: (looking at Grey Matter's picture on Howell's cell phone) He looks so sad. They can't torment Ben like that, only I can torment Ben like that!Grandpa Max: (takes cell phone; looks at call history) If we can get a reverse trace on that number, we should be able to get an address.Gwen: Grandpa, there's a sneaky side to you I'm totally starting to appreciate.

Gwen: (answering her cell phone) Hello?Grey Matter: (over the phone) Gwen, it's me.Gwen: Ben, you're still Grey Matter?Grey Matter: Yeah, the watch still won't work.Gwen: Where are you?(Grey Matter looks out the window)Grey Matter: Uh, there appears to be a mountain peak 13.2 miles due West, with a vertical angle at 45 degrees.Gwen: Brainiac, how about a street?Grey Matter: Oh, yeah, it's Ripley.

Ben: Ah, feels good to be big again.Gwen: Big? Get real, shorty.Ben: Don't make me go Four Arms on you!(Omnitrix releases electrical feedback)Ben: I didn't do anything!Gwen: We so have to get that fixed.

Grey Matter: Don't bother with the slice and dice. I'm just a grey on the inside as I am on the outside!